Vista Gold Corp

1. 2

   Election of Directors

   ManagementBoard: FOR

   Election of six incumbent directors (John M. Clark, Frederick H. Earnest, Deborah J. Friedman, Patrick F. Keenan, Tracy A. Stevenson, and Michel Sylvestre) to hold office until the next annual general meeting.

2. 3

   Appointment of Auditor

   ManagementBoard: FOR

   Appointment of Davidson & Company LLP of Vancouver, British Columbia as the Corporation’s auditor to hold office until the next annual general meeting and authorization for the Audit Committee to fix remuneration.

3. 4

   Advisory Vote on the Approval of Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Corporation’s named executive officers as disclosed in the Information Circular (the Say-on-Pay vote).

   More detail

   This advisory (non-binding) Say-on-Pay proposal asks shareholders to indicate whether they support the compensation disclosed for the company’s named executive officers, including the Compensation Discussion and Analysis, tables and narrative. Management frames executive pay as designed to attract, motivate and retain talent and to align incentives with long-term shareholder value and corporate objectives; the Compensation Committee has set short-term and long-term incentive structures (cash STIP, RSUs under the LTIP, DSUs for directors, and stock options under the Stock Option Plan) and describes performance metrics including health/safety/environment/governance, shareholder returns, delivery on project milestones (notably Mt Todd), and budget/treasury management. The Board recommends a FOR vote, emphasizing that the vote is advisory and that the Board and Compensation Committee will consider the results in future compensation decisions; under NYSE rules brokers cannot vote uninstructed on this non-routine matter which may increase the importance of retail and instructed institutional votes. Key context: the company is a development-stage gold company with no production revenue and compensation is heavily equity-linked (RSUs, DSUs, potential options), so shareholder sensitivity to dilution and the design of performance metrics is heightened; management’s disclosures show recent RSU grants and a multi-year vesting/performance mix that ties pay to project and share-price milestones. Risks and considerations include the magnitude and structure of equity grants (potential dilution and timing), linkage between realized pay and project outcomes, and the advisory nature of the vote (it does not compel changes but signals shareholder sentiment). A FOR vote aligns with the Board’s view that compensation is reasonable and appropriately aligned with corporate strategy; a significant against vote would be expected to trigger more active Board/Compensation Committee engagement and possible changes to plan design or disclosure. The Board notes prior shareholder support and that frequency votes favored annual Say-on-Pay; the company adopted annual advisory votes accordingly. Overall, the proposal is a governance signal to the company about shareholder acceptance of pay practices rather than a binding change in policy.

4. 5

   Approval of Amendments to the Stock Option Plan and All Unallocated Options Thereunder

   ManagementBoard: FOR

   Ordinary resolution to approve amendments to the Corporation’s Stock Option Plan (the Amended Stock Option Plan) and to ratify/approve all unallocated options, rights and other entitlements under the Amended Stock Option Plan so that the company may grant options under the amended plan until April 28, 2029.

   More detail

   This management proposal asks shareholders to ratify and approve a set of amendments to the company’s Stock Option Plan and to ratify all unallocated options so the company can continue granting options under the amended plan through April 28, 2029. Management explains the amendments are in response to shareholder feedback and intended to align the equity plan with market standards while limiting potential costs to the company, notably by changing maximums and introducing vesting and adjustment provisions; the amendments were approved by the Board on March 10, 2026 but require shareholder approval under the plan terms and NYSE/TSX rules because the plan is a rolling plan and affects unallocated securities. The amendment package includes a prohibition on options vesting within one year of grant, added adjustment mechanisms for share reorganizations, take-over bids, change of control events, and a change to the maximum issuable under the plan (the amended plan provides a fixed 5% maximum for options under the plan on a non-diluted basis while retaining an overall 10% cap across all security-based compensation). Management discloses that currently there are nil shares issuable upon outstanding options, and quantifies outstanding RSUs and DSUs and the remaining capacity; it also notes that currently outstanding options will be unaffected if shareholders do not approve but that the Board would be unable to grant new options without approval. The Board recommends FOR, arguing the amendments preserve the company’s ability to use equity to compensate employees and advisors without exposing shareholders to excessive dilution or costs; they also emphasize governance and exchange-rule compliance. Key evaluation points for investors include the net dilution impact (shares available for grants relative to outstanding), the plan’s 5% per-grant cap and 10% aggregate cap across plans, the one-year vesting floor which reduces immediate insider liquidity, and the corporate context — a development-stage mining company relying on equity to conserve cash. Approving the amendment permits management to grant options as a tool for retention and alignment; rejecting it would freeze option grants under the plan (though existing awards remain unaffected) and could constrain the company’s non-cash compensation flexibility until a revised plan is approved.

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When is the Vista Gold Corp 2026 annual meeting?

Vista Gold Corp (VGZ) holds its 2026 annual shareholder meeting on Tuesday, April 28, 2026.

What is the record date for the Vista Gold Corp 2026 meeting?

The record date for the Vista Gold Corp 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Vista Gold Corp's 2026 meeting?

The board is presenting 6 director nominees at the Vista Gold Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Vista Gold Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Vista Gold Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.